Southland Holdings, Inc 8-K, filed Nov 21, 2022
Southland Holdings, Inc. (SLND)
About this 8-K
Southland Holdings, Inc filed this 8-K on November 21, 2022.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 7.01 Regulation FD Disclosure.
As previously disclosed, on May 25, 2022, Legato Merger Corp. II, a Delaware corporation (“Legato”), Legato Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Legato (“Merger Sub”), and Southland Holdings LLC, a Texas limited liability company (“Southland” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into Southland, with Southland surviving the merger as a wholly-owned subsidiary of Legato II. The transactions contemplated by the Merger Agreement are referred to herein collectively as the “Transactions.”
On November 21, 2022, Southland issued a press release announcing its financial results for the quarter ended September 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth in this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward Looking Statements
Neither Legato, the Company, nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the proposed Transactions discussed herein. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions.
This Current Report on Form 8-K and the exhibit furnished herewith include “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 with respect to the proposed Transactions between Legato and the Company, including statements regarding the benefits of the Transactions, the anticipated timing of the Transactions, the business of the Company and the markets in which it operates. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words or phrases such as “aspire,” “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,” “opportunity,” seek,” “intend,” “strategy,” or the negative version of those words or phrases or similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Legato’s and the Company’s expectations with respect to future performance and anticipated financial impacts of the proposed Transactions.
These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Legato’s and the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: general economic, financial, legal, political and business conditions and changes in domestic markets; the potential effects and impact of the global COVID-19 pandemic; risks related to the business of Southland and the timing of expected business milestones; changes in the assumptions underlying the expectations of Southland regarding its future business; the effects of competition on Southland’ future business; the outcome of any legal proceedings that may be instituted against Legato, Southland, the combined company or others following the announcement of the proposed Transactions and any definitive agreements with respect thereto; the inability to complete the proposed Transactions, including, without limitation, the inability obtain approval of the stockholders of Legato or to satisfy other conditions to closing; the ability to meet stock exchange listing standards in connection with and following the consummation of the proposed Transactions; the risk that the proposed Transactions disrupt current plans and operations of Southland or Legato as a result of the announcement and consummation of the proposed Transactions; the ability to recognize the anticipated benefits of the proposed Transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; costs related to the proposed Transactions; changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain regulatory approvals required to complete the proposed Transactions; the parties’ estimates of expenses and profitability and underlying assumptions with respect to stockholder redemptions and purchase price and other adjustments; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties set forth in the filings made by Legato with the SEC, including the proxy statement/prospectus that will be filed relating to the proposed Transactions. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Legato and the Company caution that the foregoing list of factors is not exclusive. Legato and the Company caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Legato nor the Company undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
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Additional Information and Where to Find It
This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and does not constitute an offer to sell, buy, or exchange or the solicitation of an offer to sell, buy, or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.
In connection with the proposed Transactions between Legato and the Company, Legato has filed with the SEC a Registration Statement on Form S-4 with the SEC (the “Registration Statement”), which includes a preliminary proxy statement for the solicitation of approval of the adoption of the Merger agreement and the approval of the Transactions and issuance of the shares in the Transactions (the “Proxy Statement/Prospectus”). Legato plans to mail the definitive Proxy Statement/Prospectus to its stockholders in connection with the transaction. INVESTORS AND SECURITYHOLDERS OF LEGATO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SOUTHLAND, LEGATO, THE TRANSACTIONS AND RELATED MATTERS. Investors and securityholders will be able to obtain free copies of the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC by Legato and Legato through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders will be able to obtain free copies of the documents filed with the SEC by directing a written request by mail to Legato at 777 Third Avenue, 37th Floor, New York, NY 10017 or by email to ajaffe@crescendopartners.com.
Participants in the Solicitation
Legato, the Company, and certain of their respective directors, executive officers, and employees may be considered to be participants in the solicitation of proxies in connection with the transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Legato in connection with the transaction, including a description of their respective direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus described above. Additional information regarding Legato’s directors and executive officers can also be found in Legato’s annual report on Form 10-K for the year ended December 31, 2021. These documents are available free of charge as described above.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination, or (ii) an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 21, 2022 | LEGATO MERGER CORP. II | |
| By: | /s/ Gregory Monahan | |
| Gregory Monahan | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Southland Announces Third Quarter 2022 Results
GRAPEVINE, Texas, Nov. 21, 2022 (GLOBE NEWSWIRE) -- Southland Holdings, LLC (“Southland”) announced financial results for the quarter ended September 30, 2022.
| · | Revenue of $335 million, an increase of 6% compared to the quarter ended September 30, 2021 |
| · | Operating income increased 228% to $46.8 million for the three months ended September 30, 2022, compared to $14.3 million in the three months ended September 30, 2021 |
| · | Operating income increased 89% to $61.7 million for the nine months ended September 30, 2022, compared to $32.6 million in the nine months ended September 30, 2021 |
| · | EBITDA increased 143% to $59.6 million for the three months ended September 30, 2022, compared to $24.6 million in the three months ended September 30, 2021 |
| · | EBITDA increased 44% to $96.2 million for the nine months ended September 30, 2022, compared to $66.6 million in the nine months ended September 30, 2021 |
| · | Gross profit margin of 19% for the three months ended September 30, 2022, compared to 9% in the quarter ended September 30, 2021 |
| · | Gross profit margin of 12% for the nine months ended September 30, 2022, compared to 8% in the nine months ended September 30, 2021 |
| · | Backlog increased to $2.37 billion as of September 30, 2022, from $1.98 billion as of June 30, 2022 |
| · | Record new awards of $1.6 billion, year to date through the date of this press release, an increase of approximately 154% compared to the same period in the prior year. Approximately $900 million of these awards were included in backlog as of September 30, 2022 |
Frank Renda, Southland’s CEO said, “We are extremely pleased with our third quarter results and our team’s execution throughout North America. Revenue increased 6% compared to the same quarter last year, which was driven by an increase in new project starts in the quarter. We achieved record EBITDA in the quarter and our gross profit margin expanded from 8% to 12% through the first nine months of the year compared to the first nine months of last year. We continue to see an improved bidding environment and a robust project pipeline. We have been awarded $1.6 billion of new work through today’s date for the year, which is an increase of 154% compared to new awards through the same date in the prior year. Backlog increased to $2.37 billion at the end of the quarter compared to $1.98 billion last quarter as a result of strong awards.”
“As we get closer to the consummation of our merger with Legato, our strong financial performance, recent project awards, and future opportunities continue to demonstrate the positive outlook we see for Southland,” Mr. Renda continued. “The tailwinds of needed investment in critical infrastructure across the geographies we serve remain at an all-time high. Our Transportation segment was recently awarded several bridge and lock projects and our Civil segment was awarded various water pipeline and water treatment projects across the country. We look forward to not only what these projects will do for our customers, but their ability to deliver value to our shareholders.”
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2022 Third Quarter Results
Condensed Consolidated Statements of Operations (unaudited)
| Three Months Ended | ||||||||
| (Amounts in thousands) | September 30, 2022 | September 30, 2021 | ||||||
| Revenue | $ | 335,125 | $ | 315,411 | ||||
| Cost of construction | 272,715 | 285,985 | ||||||
| Gross profit | 62,410 | 29,426 | ||||||
| Selling, general, and administrative expenses | 15,606 | 15,151 | ||||||
| Operating income | 46,804 | 14,275 | ||||||
| (Loss) gain on investments, net | (100 | ) | 475 | |||||
| Other expense (income), net | 2,292 | 659 | ||||||
| Interest expense | (2,285 | ) | (1,579 | ) | ||||
| Earnings before income taxes | 46,711 | 13,830 | ||||||
| Income tax expense | 10,588 | 2,393 | ||||||
| Net income | 36,123 | 11,437 | ||||||
| Net income attributable to noncontrolling interests | 924 | 2,476 | ||||||
| Net income attributable to Southland Holdings | $ | 35,199 | $ | 8,961 | ||||
Revenue for the three months ended September 30, 2022, was $335.1 million, an increase of $19.7 million, or 6%, compared to the three months ended September 30, 2021.
Gross profit for the three months ended September 30, 2022 was $62.4 million, an increase of $33.0 million, or 112%, compared to the three months ended September 30, 2021. Our gross profit margin increased from 9% to 19% for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.
Selling, general, and administrative costs for the three months ended September 30, 2022 were $15.6 million, an increase of $0.5 million, or 3%, compared to the three months ended September 30, 2021.
Condensed Consolidated Statements of Operations (unaudited)
| Nine Months Ended | ||||||||
| (Amounts in thousands) | September 30, 2022 | September 30, 2021 | ||||||
| Revenue | $ | 866,627 | $ | 915,560 | ||||
| Cost of construction | 761,549 | 840,950 | ||||||
| Gross profit | 105,078 | 74,610 | ||||||
| Selling, general, and administrative expenses | 43,395 | 42,021 | ||||||
| Operating income | 61,683 | 32,589 | ||||||
| (Loss) gain on investments, net | (79 | ) | 752 | |||||
| Other expense (income), net | 936 | 1,570 | ||||||
| Interest expense | (6,317 | ) | (5,321 | ) | ||||
| Earnings before income taxes | 56,223 | 29,590 | ||||||
| Income tax expense | 13,745 | 2,215 | ||||||
| Net income | 42,478 | 27,375 | ||||||
| Net income attributable to noncontrolling interests | 1,474 | 3,489 | ||||||
| Net income attributable to Southland Holdings | $ | 41,004 | $ | 23,886 | ||||
Revenue for the nine months ended September 30, 2022 was $866.6 million, a decrease of $48.9 million, or 5%, compared to the nine months
ended September 30, 2021.
Gross profit for the nine months ended September 30, 2022, was $105.1 million, an increase of $30.5 million, or 41%, compared to the nine months ended September 30, 2021. Our gross profit margin increased from 8% to 12% for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021.
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Selling, general, and administrative costs for the nine months ended September 30, 2022 were $43.4 million, an increase of $1.4 million, or 3%, compared to the nine months ended September 30, 2021. Selling, general, and administrative costs as a percent of revenue were 5% for the nine months ended September 30, 2022 compared to 4.6% for the nine months ended September 30, 2021.
Segment Revenue
| Three Months Ended | ||||||||||||||||
| (Amounts in thousands) | September 30, 2022 | September 30, 2021 | ||||||||||||||
| % of Total | % of Total | |||||||||||||||
| Segment | Revenue | Revenue | Revenue | Revenue | ||||||||||||
| Civil | $ | 71,409 | 21.3 | % | $ | 112,161 | 35.6 | % | ||||||||
| Transportation | 263,716 | 78.7 | % | 203,250 | 64.4 | % | ||||||||||
| Total revenue | $ | 335,125 | 100.0 | % | $ | 315,411 | 100.0 | % | ||||||||
| Nine Months Ended | ||||||||||||||||
| (Amounts in thousands) | September 30, 2022 | September 30, 2021 | ||||||||||||||
| % of Total | % of Total | |||||||||||||||
| Segment | Revenue | Revenue | Revenue | Revenue | ||||||||||||
| Civil | $ | 221,303 | 25.5 | % | $ | 293,282 | 32.0 | % | ||||||||
| Transportation | 645,324 | 74.5 | % | 622,278 | 68.0 | % | ||||||||||
| Total revenue | $ | 866,627 | 100.0 | % | $ | 915,560 | 100.0 | % | ||||||||
Segment Gross Profit
| Three Months Ended | ||||||||||||||||
| (Amounts in thousands) | September 30, 2022 | September 30, 2021 | ||||||||||||||
| % of Segment | % of Segment | |||||||||||||||
| Segment | Gross Profit | Revenue | Gross Profit | Revenue | ||||||||||||
| Civil | $ | 8,926 | 12.5 | % | $ | 33,822 | 30.2 | % | ||||||||
| Transportation | 53,484 | 20.3 | % | (4,396 | ) | (2.2 | )% | |||||||||
| Gross profit | $ | 62,410 | 18.6 | % | $ | 29,426 | 9.3 | % | ||||||||
| Nine Months Ended | ||||||||||||||||
| (Amounts in thousands) | September 30, 2022 | September 30, 2021 | ||||||||||||||
| % of Segment | % of Segment | |||||||||||||||
| Segment | Gross Profit | Revenue | Gross Profit | Revenue | ||||||||||||
| Civil | $ | 28,315 | 12.8 | % | $ | 42,713 | 14.6 | % | ||||||||
| Transportation | 76,763 | 11.9 | % | 31,897 | 5.1 | % | ||||||||||
| Gross profit | $ | 105,078 | 12.1 | % | $ | 74,610 | 8.1 | % | ||||||||
EBITDA Reconciliation
| Three Months Ended | Nine Months Ended | |||||||||||||||
| (Amounts in thousands) | September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | ||||||||||||
| Net income | $ | 35,199 | $ | 8,961 | $ | 41,004 | $ | 23,886 | ||||||||
| Depreciation and amortization | 11,523 | 11,675 | 35,163 | 35,251 | ||||||||||||
| Income taxes | 10,587 | 2,393 | 13,745 | 2,215 | ||||||||||||
| Interest expense | 2,285 | 1,579 | 6,317 | 5,321 | ||||||||||||
| Interest income | (18 | ) | (44 | ) | (29 | ) | (64 | ) | ||||||||
| EBITDA | $ | 59,576 | $ | 24,564 | $ | 96,200 | $ | 66,609 | ||||||||
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Backlog
| (Amounts in thousands) | Backlog | |||
| Balance December 31, 2021 | $ | 2,218,573 | ||
| New contracts, change orders, and adjustments | 1,018,825 | |||
| Gross backlog | 3,237,398 | |||
| Less: contract revenue recognized in 2022 | (866,977 | ) | ||
| Balance September 30, 2022 | $ | 2,370,421 | ||
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Condensed Consolidated Balance Sheets (unaudited)
| As of | ||||||||
| (Amounts in thousands) | September 30, 2022 | December 31, 2021 | ||||||
| Cash and cash equivalents | $ | 43,306 | $ | 63,342 | ||||
| Restricted cash | 14,218 | 47,900 | ||||||
| Accounts receivable, net | 148,125 | 126,702 | ||||||
| Retainage receivables | 116,122 | 110,971 | ||||||
| Contract assets | 447,549 | 374,624 | ||||||
| Other current assets | 23,976 | 22,977 | ||||||
| Total current assets | 793,296 | 746,516 | ||||||
| Property and equipment, net | 126,893 | 156,031 | ||||||
| Right-of-use assets | 14,636 | 15,816 | ||||||
| Investments - unconsolidated entities | 110,395 | 103,610 | ||||||
| Investments - limited liability companies | 2,590 | 1,926 | ||||||
| Investments - private equity | 3,345 | 3,925 | ||||||
| Goodwill | 1,528 | 1,528 | ||||||
| Intangible assets, net | 2,470 | 3,215 | ||||||
| Other noncurrent assets | 3,626 | 3,186 | ||||||
| Total noncurrent assets | 265,483 | 289,237 | ||||||
| Total assets | 1,058,779 | 1,035,753 | ||||||
| Accounts payable | $ | 132,806 | $ | 146,455 | ||||
| Retainage payable | 34,533 | 32,706 | ||||||
| Accrued liabilities | 124,371 | 115,057 | ||||||
| Current portion of long-term debt | 44,678 | 41,333 | ||||||
| Short-term lease liabilities | 16,444 | 20,048 | ||||||
| Contract liabilities | 81,930 | 111,286 | ||||||
| Total current liabilities | 434,762 | 466,885 | ||||||
| Long-term debt | 219,713 | 195,597 | ||||||
| Long-term lease liabilities | 9,750 | 13,496 | ||||||
| Deferred tax liabilities | 5,601 | 5,962 | ||||||
| Other noncurrent liabilities | 48,579 | 51,462 | ||||||
| Total long-term liabilities | 283,643 | 266,517 | ||||||
| Total liabilities | 718,405 | 733,402 | ||||||
| Noncontrolling Interest | 10,155 | 11,057 | ||||||
| Members’ capital | 308,422 | 267,831 | ||||||
| Preferred stock | 24,400 | 24,400 | ||||||
| Accumulated other comprehensive income | (2,603 | ) | (937 | ) | ||||
| Total equity | 340,374 | 302,351 | ||||||
| Total liabilities and equity | $ | 1,058,779 | $ | 1,035,753 | ||||
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Condensed Consolidated Statement of Cash Flows (unaudited)
| Nine Months Ended | ||||||||
| (Amounts in thousands) | September 30, 2022 | September 30, 2021 | ||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 42,478 | $ | 27,375 | ||||
| Adjustments to reconcile net income to net cash used in operating activities | ||||||||
| Depreciation and amortization | 35,163 | 35,251 | ||||||
| Deferred taxes | (440 | ) | (77 | ) | ||||
| Gain on sale of assets | (1,343 | ) | (4,225 | ) | ||||
Earnings from equity method investments | (7,346 | ) | (5,439 | ) | ||||
| Foreign currency remeasurement loss | 746 | 108 | ||||||
| Gain on trading securities, net | (257 | ) | (1,285 | ) | ||||
| Increase in accounts receivable | (24,167 | ) | (46,111 | ) | ||||
| (Increase) decrease in contract assets | (72,703 | ) | 25,677 | |||||
| (Increase) decrease in prepaid expenses and other current assets | (1,001 | ) | 5,839 | |||||
| Decrease in ROU assets | 930 | 3,621 | ||||||
| (Decrease) increase in accounts payable, accrued expenses, and other current liabilities | (6,997 | ) | 23,469 | |||||
| Decrease in contract liabilities | (29,591 | ) | (126,297 | ) | ||||
| Decrease in operating lease liabilities | (1,206 | ) | (3,663 | ) | ||||
| Other | (5,202 | ) | 173 | |||||
| Net cash used in operating activities | (70,936 | ) | (65,584 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (4,384 | ) | (16,104 | ) | ||||
| Proceeds from sale of property and equipment | 3,897 | 10,066 | ||||||
| Loss on investment in limited liability company | 336 | 248 | ||||||
| Proceeds from the sale of trading securities | 840 | — | ||||||
| Purchase of interest of other investments | — | (150 | ) | |||||
| Capital contribution to unconsolidated investments | (1,000 | ) | (835 | ) | ||||
| Net cash used in investing activities | (311 | ) | (6,775 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Borrowings on line of credit | 55,000 | 41,000 | ||||||
| Payments on line of credit | — | (72,000 | ) | |||||
| Borrowings on notes payable | 115 | 204,819 | ||||||
| Payments on notes payable | (31,161 | ) | (141,785 | ) | ||||
| Payments of deferred financing costs | — | 412 | ||||||
| Payments to related parties | (405 | ) | (674 | ) | ||||
| Advances from related parties | — | 1,225 | ||||||
| Payments on capital lease | (6,298 | ) | (3,585 | ) | ||||
| Capital contributions from noncontrolling members | — | 926 | ||||||
| Distributions | (1,556 | ) | (573 | ) | ||||
| Preferred stock dividends | — | (97 | ) | |||||
| Net cash provided by financing activities | 15,695 | 29,668 | ||||||
| Effect of exchange rate on cash | 1,834 | (1,769 | ) | |||||
| Net decrease in cash and cash equivalents and restricted cash | (53,718 | ) | (44,460 | ) | ||||
| Beginning of period | 111,242 | 180,396 | ||||||
| End of period | $ | 57,524 | $ | 135,936 | ||||
| Supplemental cash flow information | ||||||||
| Cash paid for income taxes | $ | 6,153 | $ | 13,882 | ||||
| Cash paid for interest | $ | 6,464 | $ | 5,538 | ||||
| Non-cash investing and financing activities: | ||||||||
| Lease assets obtained in exchange for new leases | $ | 12,537 | $ | 10,296 | ||||
6
About Southland
Southland is a leading provider of specialized infrastructure construction services across North America including bridges, tunneling, transportation and facilities, marine, steel structures, water and wastewater treatment, and water pipeline end markets. With roots dating back to 1900, Southland and its subsidiaries form one of the largest infrastructure construction companies in North America, with experience throughout the world. Southland is headquartered in Grapevine, Texas.
On May 25th, 2022, Southland entered into an Agreement and Plan of Merger (the “Agreement”) with publicly-traded Legato Merger Corp. II, a special purpose acquisition company (NASDAQ: LGTO, LGTOU, and LGTOW) (“Legato”). Pursuant to the terms of the Agreement, a subsidiary of Legato will merge with and into Southland, with Southland surviving the merger as a wholly-owned subsidiary of Legato. The existing Southland management team will remain in place upon the closing of the merger. At such time, Legato’s name is expected to change to Southland Holdings, Inc.
Non-GAAP Financial Measures
This press release includes certain unaudited financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including but not limited to earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and certain ratios and other metrics derived therefrom. Note that other companies may calculate these non-GAAP financial measures differently, and therefore such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. Southland believes that these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Southland’s financial condition and results of operations. Southland believes that these non-GAAP financial measures provide an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing Southland’s financial measures with those of other similar companies. These non-GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which items of expense and income are excluded or included in determining these non-GAAP financial measures. The non-GAAP measures may also be presented differently in the SEC filings by Legato due to SEC rules.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Southland’s current beliefs, expectations and assumptions regarding the future of Southland’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Southland’s control. Southland’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
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Any forward-looking statement made by Southland in this press release is based only on information currently available to Southland and speaks only as of the date on which it is made. Southland undertakes no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Southland Contacts:
Cody Gallarda
EVP, Chief Financial Officer
cgallarda@southlandholdings.com
Alex Murray
Corporate Development & Investor Relations
amurray@southlandholdings.com
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